Exhibit 10.21
SECOND AMENDMENT TO REVOLVING CREDIT, EQUIPMENT LOAN AND SECURITY AGREEMENT
THIS Second Amendment to Revolving Credit, Equipment Loan and Security Agreement
(this "Amendment") amends that certain Revolving Credit, Equipment Loan and
Security Agreement dated as of August 6, 2003 (the "Agreement") between TRANSACT
TECHNOLOGIES INCORPORATED (the "Borrower"), and Banknorth N.A., a national
banking association (the "Bank") as amended by a First Amendment to Revolving
Credit, Equipment Loan and Security Agreement dated November 12, 2004 (the
"First Amendment") (collectively, the Agreement, the First Amendment and this
Amendment and any further or other amendment shall be referred to as the "Credit
Agreement") is made and entered into as of the 31st day of December 2005 by and
between the Borrower and the Bank. Capitalized terms used herein but not defined
shall have the meanings assigned to them in the Credit Agreement.
1. AMENDMENT TO CREDIT AGREEMENT. In consideration of mutual covenants herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower and the Bank do
hereby amend the Credit Agreement as follows:
a. Section 7.1 of the Credit Agreement is amended in its entirety to read
as follows:
7.1 Operating Cash Flow to Total Debt Service Ratio. Borrower shall,
maintain a ratio of Operating Cash Flow plus the applicable Permitted Add
Back as provided below to Total Debt Service at the end of each fiscal
quarter of not less than 1.25 to 1.00.
Period Ending Permitted Add Back
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Fiscal Year Ending December 31, 2005 not to exceed $1,500,000
Fiscal Quarter Ending March 31, 2006 not to exceed $1,500,000
Fiscal Quarter Ending June 30, 2006 not to exceed $1,000,000
All Fiscal Quarters Ending after June 30, 2006 $0.00
b. Exhibit 1 is amended by adding the following definitions in their
entirety:
"Permitted Add Back" means an amount of Capital Expenditures incurred
during the fiscal year of the Borrower ending December 31, 2005 by the
Borrower that can be characterized as financed Capital Expenditures for
purposes of calculating the covenant
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set forth in Section 7.1, but only in the amounts and for the fiscal
periods provided for in Section 7.1 of this Agreement.
2. CONDITIONS TO CLOSING. This Amendment shall be effective as of December 31,
2005 upon the completion of each of the following:
a. Execution of this Amendment by the Borrower and the Bank and delivery
of executed originals to the Bank.
b. Update to any Schedules to the Credit Agreement not previously
provided to the Bank by the Borrower.
c. Such additional documents, certificates and other assurances that Bank
or its counsel may require.
3. NO DEFAULT; REPRESENTATIONS AND WARRANTIES, ETC. The Borrower hereby
confirms that: (a) the representations and warranties of the Borrower
contained in the Credit Agreement as modified hereby are true on and as of
the date hereof as if made on such date (except to the extent that such
representations and warranties expressly relate to an earlier date), as
modified by any amendment of Schedules presented herewith; (b) the Borrower
is in compliance in all material respects with all of the terms and
provisions set forth in the Credit Agreement on their part to be observed
or performed; and (c) after giving effect to this Amendment, no Event of
Default, nor any event which with the giving of notice or expiration of any
applicable grace period or both would constitute such an Event of Default,
shall have occurred and be continuing.
4. MISCELLANEOUS.
a. Except to the extent specifically amended hereby, the Credit
Agreement, the Loan Documents and all related documents shall remain
in full force and effect. Whenever the terms or sections amended
hereby shall be referred to in the Credit Agreement, Loan Documents or
such other documents (whether directly or by incorporation into other
defined terms), such defined terms shall be deemed to refer to those
terms or sections as amended by this Amendment.
b. This Amendment may be executed in any number of counterparts, each of
which, when executed and delivered, shall be an original, but all
counterparts shall together constitute one instrument.
c. This Amendment shall be governed by the laws of the State of
Connecticut and shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
[SIGNATURES ON THE NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment which
is a sealed instrument as of the date first above written.
BANKNORTH, N.A.
By: /s/ James Hickson
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James Hickson
It's Vice President
TRANSACT TECHNOLOGIES INCORPORATED.
By: /s/ Steven A. DeMartino
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Name: Steven A. DeMartino
Title: Executive Vice President and
Chief Financial Officer
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